Purchase of Supremus Group LLC’s (Supremus) HIPAA
Security Policy Templates Suite (Suite) contained in the
Suite requires entities to accept a license agreement which
defines the rights of the entities to use the purchased
item(s).
Purchasers representing organizations containing
"RELATED LEGAL ENTITIES" as defined below must
purchase a separate license for each related legal entity
that will use, apply or customize the HIPAA Security Policy
Template Suite for its use. Purchasers representing SEPARATE
LEGAL ENTITIES also must purchase a separate license for
each legal entity that will use, apply or customize the
HIPAA Security Policy Template Suite for its use.
The agreement to purchase the full HIPAA Security Policy
Templates Suite provides for a non-exclusive perpetual license
to use the Suite within the organization's stated related
legal entities, including copying and/or modifying the Templates
within the Suite as desired, for internal use only. "Related
legal entities" means entities that share any governing
board members or an executive director or are owned or partially
owned by the same individual or individuals, or by related
individuals.
Please read the following statements and in the blank(s)
provided, indicate the name of each legal entity bound by
this purchase agreement.
This HIPAA Security Policy Templates Suite License Agreement
(Agreement) is made by and between Supremus Group, LLC.
(Supremus), an Iowa corporation, and you (Licensee), for
the HIPAA Security Policy Templates Suite provided in the
form of editable electronic Microsoft Word files. By using
the HIPAA Security Policy Templates Suite, you agree to
be bound to the terms of this license agreement.
WHEREAS, The Health Insurance Portability and Accountability
Act of 1996 (HIPAA) places rules and regulations on health
care providers; and
WHEREAS, Licensee has determined that it needs assistance
in developing policies to meet HIPAA requirements; and
WHEREAS, Supremus has developed various documents and materials
designed to assist in the development of policies and procedures
respecting HIPAA. NOW THEREFORE, in consideration of the
premises and promises herein, the parties agree as follows:
1. Grant of License
Supremus hereby grants and Licensee hereby accepts a non-exclusive
perpetual license (License) to use Supremus' HIPAA Security
Policy Templates Suite including the documentation. Said
license includes the use of the Suite by the legal entities
defined by Licensee upon purchase. The non-exclusive perpetual
license is limited to the entity or those related entities
set forth by Licensee as identified upon purchase. To the
extent that one or more of the entities set forth in the
license agreement purchase or are purchased by, merge or
are merged into, or are otherwise incorporated into, a legal
entity not identified upon purchase, the latter entity shall
not be entitled to the use of or access to the non-exclusive
perpetual license by any legal entities other than those
set forth in the license agreement or successors to those
set forth in the license agreement.
2. Proprietary Materials and
Non-Disclosure
This License is granted for the exclusive use of Licensee,
and for purchase of the full Suite only, its Licensed Entities.
Licensee agrees not to provide or otherwise make available
the Suite in any form to any person other than Licensee
employees, or Licensed Entities' employees, without the
prior written consent of Supremus.
(a) The Suite and its contained
Templates and any related promotional and supportive documentation,
and all other information provided by Supremus to the Licensee,
contain trade secrets and other confidential information
of Supremus and its partners, and may not be used, copied,
disclosed or otherwise published by Licensee or any user
or other party except as permitted by this Agreement.
(b) Permission is hereby given
to copy the Suite or portions thereof for modification by
the Licensee or distribution to staff of the Licensed Entities.
Any other copying, either in electronic or paper form, of
the Suite beyond the scope of this Section 2 will constitute
a breach of this Agreement.
(c) Supremus has the right
to license the Suite through this Agreement and shall retain
all such proprietary rights in the Templates.
(d) Licensee will use its
best efforts to limit distribution and use of the Suite
to its Licensed Entities, and shall promptly notify Supremus
of any case in which Licensee is aware of the Suite being
made available to other entities.
(e) In the event of termination
of this contract for breach, Licensee shall immediately
destroy or return to Supremus all copies of the Suite and
any related materials or documentation.
(f) The Suite as delivered
by Supremus will include a copyright statement. Any copies
produced in accord with this section must include the copyright
statement. Modified Templates will contain the following
copyright statement:
"This document contains material copyrighted 2006 by
Supremus Group, LLC. Rights for exclusive use have been
granted to (Licensee) for internal use only."
3. Term
This Agreement shall be effective on the date listed above
and shall continue in full force and effect in perpetuity,
unless the terms of this Agreement are breached.
4. Warranties
(a) Supremus warrants that
it has good title to the Suite and its contained Templates
and the right to license their use to Licensee.
(b) Supremus shall indemnify
and hold Licensee harmless, at its sole cost and expense,
of any claim, suit, or proceeding brought against Licensee
which alleges that the Suite and its contained Templates,
as delivered and as used in accordance with the terms of
this Agreement, infringes any patent, copyright, or similar
proprietary right, and to pay the amount of any judgment
or settlement, provided that Licensee gives Supremus prompt
notice of such claim, suit, or proceeding, and gives Supremus
full information and reasonable assistance in the defense
or settlement. Supremus shall be entitled to direct such
defense and to settle, or otherwise dispose of, such claim,
suit, or proceeding as it sees fit.
(c) Supremus warranties stated
in this paragraph 4 of this Agreement are in lieu of all
other warranties and conditions with respect to the goods
and services provided hereunder whether such warranties
are expressed or implied, or statutory provided.
THIS SUITE IS PROVIDED "AS IS." SUPREMUS GROUP
LLC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS
LICENSEE MAY OBTAIN BY USING THE SUITE. SUPREMUS MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE.
ANY LIABILITY OF SUPREMUS FOR A DEFECTIVE COPY OF THE SUITE
WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE COPY OF
THE SUITE WITH ANOTHER COPY. IN NO EVENT WILL SUPREMUS OR
ITS PARTNERS BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY FINES, LOST
PROFITS OR LOST SAVINGS, EVEN IF A SUPREMUS REPRESENTATIVE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
FOR ANY CLAIM BY ANY THIRD PARTY.
Licensee acknowledges that (i) the Administrative Simplification
section of the Health Insurance Portability and Accountability
Act of 1996 (HIPAA) is a completely new and far reaching
statute; (ii) the implementing regulations, commentary,
responses to "frequently asked questions" (FAQs)
and guidance documents comprise hundreds of pages of fine
print; (iii) HIPAA compliance involves more than creating
HIPAA Security Policy, particularly regarding actual implementation
and testing of plan, and continuing education and evaluating
plan periodically regarding HIPAA Security Policy.
Supremus Group LLC has exercised due care in reviewing
the federal materials as well as other secondary sources,
but there may be issues that are not addressed in the Suite
or its contained Templates. Supremus provides these materials
for use by the Licensee in its effort to comply with HIPAA.
However, SUPREMUS MAKES NO REPRESENTATION, WARRANTY OR COVENANT
THAT USE OF THE SUITE WILL MAKE LICENSEE HIPAA COMPLIANT
OR WILL OTHERWISE PROTECT LICENSEE FROM ANY CLAIM OR LIABILITY
ARISING UNDER HIPAA. THE SUITE IS NOT INTENDED TO CONSTITUTE
LEGAL ADVICE. IF LICENSEE REQUIRES LEGAL ADVICE, IT WILL
SEEK THE SERVICES OF A COMPETENT LEGAL PROFESSIONAL.
5. Default
In the event of a breach of this agreement by either party,
the affected party will notify the breaching party who has
30 days from notification to rectify.
6. Templates Updates and Upgrades
For a period of twelve months from delivery of the Suite
to Licensee, Supremus may develop enhanced versions of them
and make them available to Licensee. However, Supremus is
not required to create such enhanced versions.
7. Termination
The right of either party to terminate this Agreement shall
not be deemed to be an exclusive remedy and each party shall
be entitled to all legal rights and remedies.
8. Amendments
This Agreement and the license and Templates to which it
applies may not be amended, modified, assigned, sublicensed,
or otherwise transferred by Licensee without the prior written
consent of Supremus. No right to print, copy, or otherwise
reproduce the Suite, in whole or in part, is granted hereby,
except as provided in Section 2.
9. Miscellaneous Provisions
of License Agreement
(a) If any of the provisions
of this License Agreement are found by a court of competent
jurisdiction to be invalid, the balance of the provisions
hereunder shall remain in full force and effect.
(b) This License Agreement
shall be governed by the laws of the State of Maryland.
(c) In no event shall either
party be liable to the other for any delay or failure to
perform hereunder, when the delay or failure to perform
is due to acts of God or natural disasters.
(d) The titles to the various
sections of this License Agreement are solely for convenience
and are not part of this License Agreement for purposes
of interpreting the provisions hereof.
(e) This License Agreement
constitutes the entire license agreement between the parties
and supersedes all prior and contemporaneous agreements,
promises, and representations, whether written or oral,
between the parties with respect to a non-exclusive perpetual
license (License) to use Supremus' Suite, the subject matter
hereof. Whenever possible, so as to avoid conflict with
any other writing regarding the license agreement, but in
the event of an unavoidable conflict, the terms of this
License Agreement shall control.
Nothing contained in this Agreement shall be deemed or construed
by the parties or by any other person as to create a relationship
of principal and agent or of partnership, joint venture,
or other association between the parties hereto.
Providers may obtain a perpetual license for indefinite
use and customization of the suite within their organization.
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